<PAGE>
SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant / /
Filed by a Party other than the Registrant /x/
Check the appropriate box:
/ / Preliminary Proxy Statement / / Confidential, for the use of the Commission
only (as permitted by Rule 14a-6(e)(2))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-12
DIME BANCORP, INC.
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(Name of Registrant As Specified In Its Charter)
NORTH FORK BANCORPORATION, INC.
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed pursuant
to Exchange Act Rule 0-11: (set forth the amount on which the filing fee is
calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
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/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the form or schedule and the date of its filing.
1) Amount previously paid:
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2) Form, Schedule or Registration Statement No.
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3) Filing party:
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4) Date filed:
<PAGE>
[NORTH FORK LOGO]
March 27, 2000
Dear Dime Stockholder:
AS YOU KNOW, ON MARCH 5, 2000, NORTH FORK BANCORPORATION, INC. ANNOUNCED
ITS INTENTION TO COMMENCE AN OFFER TO EXCHANGE EACH OUTSTANDING SHARE OF DIME
BANCORP, INC. COMMON STOCK FOR 0.9302 SHARES OF NORTH FORK COMMON STOCK AND
$2.00 IN CASH. On March 15, 2000, we commenced our exchange offer. Based on the
closing price of our common stock on the New York Stock Exchange on March 27,
2000, our exchange offer has a value of $17.06 per Dime share, which represents
a 42% premium over the implied value to Dime stockholders of its proposed
merger with Hudson United Bancorp (based on the 0.60255 exchange ratio in that
transaction and the $19.94 closing price of Hudson United common stock on March
27, 2000). We are also seeking, in connection with the consummation of our
exchange offer, to enter into an agreement with Dime providing for a
second-step merger between Dime and North Fork or a wholly owned subsidiary of
North Fork in which each remaining Dime common share would be exchanged for the
same per share consideration paid to Dime stockholders in the exchange offer.
Our offer is being made by a prospectus and letter of transmittal which are
being mailed separately to you. For your convenience, we have enclosed a copy
of our exchange offer prospectus with this proxy statement. You are urged to
read the prospectus carefully because it contains important information
concerning the terms and conditions of our offer.
As you know, Dime has entered into a merger agreement with Hudson United
in which Dime will be the surviving corporation in the merger and will change
its name to Dime United. In the proposed merger, each outstanding share of Dime
common stock would be converted into 0.60255 shares of Dime United common stock
and each outstanding share of Hudson United common stock would be converted
into one share of Dime United common stock. The Dime Board of Directors is
soliciting your vote to approve its proposed merger with Hudson United. AS
DISCUSSED IN THE ACCOMPANYING PROXY STATEMENT AND THE ENCLOSED EXCHANGE OFFER
PROSPECTUS, WE BELIEVE OUR PROPOSED EXCHANGE OFFER AND SECOND-STEP MERGER WILL
PROVIDE YOU A SIGNIFICANT PREMIUM AND GREATER VALUE THAN THE PROPOSED HUDSON
UNITED/DIME MERGER.
In connection with the proposed Hudson United merger, Dime originally
scheduled a special meeting of stockholders to be held on March 15, 2000. Since
the announcement of our offer and our intention to solicit proxies against the
proposed Hudson United/Dime merger, Dime has twice postponed the date of its
stockholders meeting, which is now currently scheduled to be held on May 17,
2000, at a time and place to be announced by Dime. YOUR BOARD OF DIRECTORS
CANNOT IGNORE YOUR VIEWS FOREVER. SOONER OR LATER, DIME WILL HAVE TO HOLD ITS
STOCKHOLDERS MEETING. If Dime stockholders reject the proposed Hudson
United/Dime merger, we believe your board of directors should respect that vote
and take all necessary action to allow our offer to proceed.
<PAGE>
WE URGE YOU TO VOTE AGAINST THE PROPOSED HUDSON UNITED/ DIME MERGER
BECAUSE:
o Our offer provides a significant premium and more value for your
Dime shares than the proposed Hudson United merger. Based on the
closing price for North Fork common stock on the date of this proxy
statement, our offer provides you with $17.06 per share in value,
representing a premium of $5.05 per share (or approximately 42%)
over the implied value of the proposed Hudson United/Dime merger,
based on the closing price of Hudson United common stock on the
date of this proxy statement. Based on closing prices for North
Fork common stock and Hudson United common stock for each trading
day since the announcement of our offer on March 5, 2000, the value
of our offer has represented an average premium of more than 37%
over the implied value of the Hudson United/Dime merger. Because
the number of shares of North Fork common stock that you would
receive in the North Fork offer and the number of shares you would
receive in the Hudson United/Dime merger is fixed, the value of our
offer and the implied value of the Hudson United/Dime merger will
change based on changes in the market prices of the companies'
stock.
o One of the conditions of our offer is that the Hudson United/Dime
merger NOT be approved by the stockholders of Dime. As a result,
for you to have an opportunity to exchange your Dime shares for the
consideration offered in our offer, the proposed Hudson United/Dime
merger MUST NOT be approved by the holders of a majority of the
shares of Dime common stock.
o Your vote AGAINST the Hudson United/Dime merger will send a strong
message to the Dime Board of Directors that you want to preserve
your opportunity to accept the superior value represented by our
offer.
YOUR VOTE IS ESSENTIAL! IF YOU WANT THE OPPORTUNITY TO CONSIDER THE NORTH
FORK OFFER, VOTE AGAINST THE PROPOSED HUDSON UNITED/DIME MERGER BY SIGNING,
DATING AND RETURNING THE ACCOMPANYING GOLD PROXY CARD TODAY.
Even if you previously have submitted a proxy card furnished by the Dime
Board, it is not too late to change your vote by simply signing, dating and
returning the enclosed GOLD proxy card today.
<PAGE>
WE URGE YOU TO PROTECT YOUR INTERESTS -- PLEASE SIGN, DATE AND RETURN THE
GOLD PROXY CARD TODAY.
Thank you for your consideration and support.
Sincerely,
/s/ John Adam Kanas
John Adam Kanas
Chairman, President and
Chief Executive Officer
<PAGE>
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IMPORTANT
1. If your Dime shares are held in your own name, please sign, date and mail
the enclosed GOLD proxy card to D.F. King & Co., Inc. in the postage-paid
envelope provided.
2. If your Dime shares are held in "street-name," only your broker or bank can
vote your shares and only upon receipt of your specific instructions. If
your shares are held in "street-name," deliver the enclosed GOLD proxy card
to your broker or bank and contact the person responsible for your account
to vote on your behalf and to ensure that a GOLD proxy card is submitted on
your behalf. North Fork urges you to confirm in writing your instructions
to the person responsible for your account and to provide a copy of those
instructions to North Fork in care of D.F. King & Co., Inc., 77 Water
Street, New York, NY 10005 so that North Fork will be aware of all
instructions given and can attempt to ensure that such instructions are
followed.
3. Only stockholders of record on March 30, 2000 are entitled to vote at the
special meeting of Dime stockholders. North Fork urges each stockholder to
ensure that the record holder of his or her shares signs, dates and returns
the enclosed proxy card as soon as possible.
Do not sign or return any white proxy card you may receive from Dime.
If you have any questions or need assistance in voting your shares, please
call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED HUDSON UNITED/DIME MERGER AND IS NEITHER AN OFFER TO
SELL ANY SHARES OF NORTH FORK COMMON STOCK NOR A REQUEST FOR THE TENDER OF DIME
COMMON STOCK. THE NORTH FORK EXCHANGE OFFER IS BEING REGISTERED UNDER THE
SECURITIES ACT OF 1933 AND IS BEING MADE ONLY BY MEANS OF A PROSPECTUS AND
RELATED LETTER OF TRANSMITTAL, WHICH ARE BEING MAILED SEPARATELY TO DIME
STOCKHOLDERS.
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<PAGE>
SPECIAL MEETING OF STOCKHOLDERS
OF
DIME BANCORP, INC.
TO BE HELD ON MAY 17, 2000
PROXY STATEMENT
OF
NORTH FORK BANCORPORATION, INC.
SOLICITATION OF PROXIES
IN OPPOSITION TO THE PROPOSED MERGER OF
DIME BANCORP, INC. AND HUDSON UNITED BANCORP
This Proxy Statement and the enclosed GOLD proxy card are furnished by
North Fork Bancorporation, Inc., a Delaware corporation ("North Fork"), in
connection with its solicitation of proxies to be used at a special meeting
(the "Special Meeting") of stockholders of Dime Bancorp, Inc., a Delaware
corporation ("Dime"), to be held on May 17, 2000, at a time and place to be
announced by Dime, and at any adjournments, postponements or reschedulings
thereof. Pursuant to this Proxy Statement, North Fork is soliciting proxies
from holders of shares of common stock, par value $.01 per share, of Dime
("Dime Common Stock") to vote AGAINST the proposed merger of Hudson United
Bancorp, a New Jersey corporation ("Hudson United"), with and into Dime (such
proposed merger, the "Proposed Hudson United Merger"). Dime has set March 30,
2000 as the new record date for determining those stockholders who will be
entitled to vote at the Special Meeting. This Proxy Statement and the enclosed
GOLD proxy are first being mailed to stockholders of Dime on or about March 28,
2000. The principal executive offices of Dime are located at 589 Fifth Avenue,
New York, New York 10017.
THE NORTH FORK OFFER
On March 15, 2000, North Fork commenced an offer (the "North Fork Offer"
or the "Offer") to exchange each outstanding share of Dime Common Stock for
0.9302 shares of common stock, par value $0.01 per share, of North Fork ("North
Fork Common Stock") and $2.00 in cash. The terms and conditions of the North
Fork Offer are set forth in a preliminary prospectus dated March 27, 2000 (as
such prospectus may be amended or supplemented, the "Exchange Offer
Prospectus") and the related letter of transmittal, which are included in
Amendment No. 1 to the Registration Statement on Form S-4 (the "Registration
Statement") filed by North Fork with the Securities and Exchange Commission
(the "Commission") on March 28, 2000 and will be mailed separately to Dime
stockholders. For your convenience, a copy of the Exchange Offer Prospectus is
also enclosed with this Proxy Statement. Dime stockholders are urged to read
the Exchange Offer Prospectus carefully because it contains important
information concerning the Offer.
Based on the closing price of North Fork Common Stock on the New York
Stock Exchange ("NYSE") on March 3, 2000 (the last trading day before the
announcement of the North Fork Offer), the North Fork Offer had a value of
$17.00 per Dime share at the time it was announced, which represented a 31%
premium over the closing price of Dime's
<PAGE>
common stock on the NYSE on March 3, 2000, and a 41% premium over the implied
value of the Proposed Hudson United Merger of $12.09 (based on the 0.60255
exchange ratio in that transaction and the $20.0625 closing price of Hudson
United common stock on March 3, 2000). Based on March 27, 2000 closing prices
on the NYSE, the North Fork Offer has a value of $17.06 per Dime share, which
represents a 42% premium over the implied value of the Proposed Hudson United
Merger of $12.01 (based on the 0.60255 exchange ratio in that transaction and
the $19.94 closing price of Hudson United common stock). Because the number of
shares of North Fork Common Stock that you would receive in the North Fork
Offer and the number of shares you would receive in the Proposed Hudson United
Merger is fixed, the value of the Offer and the implied value of the Proposed
Hudson United Merger will fluctuate based on changes in the market prices of
the companies' stock.
North Fork is seeking, upon the valid termination of the merger agreement
between Hudson United and Dime, to negotiate a definitive merger agreement with
Dime pursuant to which Dime would, as soon as practicable following the
completion of the North Fork Offer, merge with North Fork or a wholly owned
subsidiary of North Fork (the "Proposed North Fork Merger"). The purpose of the
North Fork Offer and the Proposed North Fork Merger is to enable North Fork to
acquire control of, and ultimately the entire equity interest in, Dime. The
North Fork Offer, as the first step in North Fork's proposed acquisition of
Dime, is intended to facilitate the acquisition of a majority of the
outstanding shares of Dime Common Stock. The purpose of the Proposed North Fork
Merger is to acquire all shares of Dime Common Stock not exchanged pursuant to
the North Fork Offer or otherwise. Pursuant to the Proposed North Fork Merger,
each then outstanding share of Dime Common Stock (other than shares owned by
North Fork and shares held in the treasury of Dime), would be converted into
the right to receive 0.9302 shares of North Fork Common Stock and $2.00 in
cash.
REASONS FOR THE NORTH FORK OFFER
North Fork believes that the acquisition of Dime by North Fork represents
a compelling opportunity to enhance value for both Dime and North Fork
stockholders. Specifically, North Fork estimates that a combination of North
Fork and Dime would result in (a) accretion to North Fork's reported diluted
earnings per share of 12.6% for 2001 and accretion to North Fork's diluted cash
earnings per share (i.e., reported earnings before amortization of intangibles)
of 17.4% in 2001 and (b) an increase in North Fork's tangible book value from
$5.21 per share as of December 31, 1999 to an estimated $7.51 per share on a
pro forma basis as of December 31, 2000 (assuming earnings for 2000 based on
mean earnings per share estimates of I/B/E/S International Inc. as of March 5,
2000 of $1.82 for North Fork and $2.34 for Dime, net of purchase accounting
adjustments, and assuming a dividend payout ratio for North Fork and Dime
consistent with past practice) (I/B/E/S is a data service that monitors and
publishes compilations of earnings estimates by selected research analysts).
For additional information concerning the North Fork Offer, Dime stockholders
and others are referred to the enclosed Exchange Offer Prospectus and to North
Fork's current report on Form 8-K filed with the Commission on
2
<PAGE>
March 13, 2000, which includes the investor presentation materials with respect
to the North Fork Offer and a transcript of the related investor conference
call held on March 6, 2000.
In addition, North Fork believes that the combination of North Fork and
Dime will produce substantial benefits for Dime stockholders, including the
following:
o Significant Premium. Based on March 27, 2000 closing prices, the North
Fork Offer represents a premium of approximately 42% over the implied
value of the Proposed Hudson United Merger. Based on closing prices for
North Fork Common Stock and Hudson United common stock for each trading
day since the announcement of the North Fork Offer on March 5, 2000, the
value of the North Fork Offer has represented an average premium of more
than 37% over the implied value of the Proposed Hudson United Merger.
o Better Long-Term Growth Prospects. North Fork believes that a
combination of North Fork and Dime has better long-term growth prospects
for Dime stockholders than the Proposed Hudson United Merger. North Fork
has a proven history of strong profitability and growth in shareholder
value based on several common benchmarks used to measure performance.
The tables below set forth figures for certain common performance and
profitability measurements for each of North Fork, Dime, Hudson United,
a bank peer group and a thrift peer group for Dime.
On the basis of total return to shareholders, North Fork has
significantly outperformed Dime, Hudson United and the bank and thrift
peer groups.
<TABLE>
<CAPTION>
3 YEARS 5 YEARS 7 YEARS
--------- ----------- -----------
<S> <C> <C> <C>
Total Return to Shareholders (1)
NORTH FORK 58.3% 333.2% 645.6%
DIME 5.1 100.1 234.0
Hudson 24.4 127.2 225.8
Bank Peer Group (2) 31.3 150.3 178.8
Thrift Peer Group (3) (11.6) 120.5 65.2
</TABLE>
3
<PAGE>
A comparison of North Fork's operating performance data to operating
performance data of Dime, Hudson United and the bank and thrift peer
groups demonstrates North Fork's superior operating performance.
<TABLE>
<CAPTION>
1996 1997 1998 1999
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
Return on Average Assets
NORTH FORK 1.43% 1.75% 2.04% 1.92%
DIME 0.62 0.64 1.13 1.11
Hudson 0.90 1.01 1.05 1.27
Bank Peer Group (2) 1.31 1.39 1.40 1.34
Thrift Peer Group (3) 0.72 0.64 0.83 0.88
Return on Average Common Equity
NORTH FORK 19.9% 25.2% 25.2% 27.1%
DIME 12.4 11.7 18.1 16.7
Hudson 10.6 12.6 14.0 20.2
Bank Peer Group (2) 17.0 17.5 16.9 16.8
Thrift Peer Group (3) 14.7 13.4 17.8 17.9
Net Interest Margin
NORTH FORK 4.24% 4.42% 4.48% 4.16%
DIME 2.40 2.51 2.68 2.91
Hudson 4.23 4.25 4.10 4.04
Bank Peer Group (2) 4.20 4.17 3.95 3.89
Thrift Peer Group (3) 2.75 2.66 2.57 2.54
Operating Efficiency Ratio (4)
NORTH FORK 41.7% 37.5% 33.7% 33.2%
DIME 57.4 56.7 63.5 62.2
Hudson 60.4 59.0 55.0 50.3
Bank Peer Group (2) 53.1 52.4 52.4 51.1
Thrift Peer Group (3) 57.9 54.1 51.1 46.0
</TABLE>
------------
(1) Defined as stock price appreciation plus reinvestment of all
dividends in common stock of the issuer on a pre-tax basis. All
periods end December 31, 1999. Source: Bloomberg L.P.
(2) Averages for a Bank Peer Group consisting of Summit Bancorp,
Associated Banc-Corp and M&T Bancorp. These three bank holding
companies, together with North Fork, comprised a bank peer group
utilized in certain analyses performed by Dime's financial
advisor and described in the Joint Proxy Statement/Prospectus
dated February 8, 2000 with respect to the Proposed Hudson United
Merger.
(3) Averages for a Thrift Peer Group for Dime consisting of Astoria
Financial Corp., Sovereign Bancorp, Washington Mutual and Golden
State Bancorp, Inc., which represents the peer group for Dime as
per the Dime/Hudson investor presentation dated September 15,
1999 made in connection with the announcement of the Proposed
Hudson United Merger.
(4) Defined as noninterest expenses (excluding goodwill amortization)
divided by noninterest income (excluding securities gains and
losses) plus net interest income, excluding all nonrecurring
items.
Source: SNL Securities and company reports (except data for Total
Return to Shareholders -- See note (1) above). Data has been
adjusted for prior acquisitions accounted for as
poolings-of-interests and to exclude nonrecurring items.
Of course, past performance is not a guarantee of future results. However, as
evidenced from the figures set forth above, North Fork has consistently
achieved strong profitability and operating results and superior shareholder
returns.
4
<PAGE>
o Low Execution Risk. North Fork has acquired nine banking institutions
during the past ten years. The majority of these institutions were
"thrift institutions" whose businesses focused primarily on gathering
consumer deposits and making residential mortgage loans. North Fork
believes that Dime's banking business (exclusive of Dime's mortgage
banking subsidiary) is fundamentally similar to the business of the
majority of institutions that North Fork has acquired. North Fork
believes that its ability to continuously lower its efficiency ratio
while integrating acquisitions demonstrates its ability to manage
execution risk and maintain superior operating returns.
o Improved Cash Dividends. During 1999 Dime paid dividends on its common
stock of $0.23 per share. According to the Joint Proxy
Statement/Prospectus, dated February 8, 2000, with respect to the
Proposed Hudson United Merger (the "Dime Proxy Statement/Prospectus"),
Dime shareholders are expected to receive pro forma equivalent dividends
of $0.60 per share (based on the exchange ratio of .60255 in the
Proposed Hudson United Merger and the proposed dividend of $1.00 per
share that Dime United expects to pay if the Proposed Hudson United
Merger is completed). Based on North Fork's current annual dividend of
$0.72 per share, Dime stockholders would receive a pro forma equivalent
dividend of $0.67, or more than 190% above Dime's current annual
dividend rate and more than 11% above the pro forma equivalent dividend
per Dime share in the Proposed Hudson United Merger. In the past five
years, on a compounded basis, North Fork has achieved a 40.1% annual
growth rate in its per share dividend, compared to a 24.9% annual growth
rate for Hudson United's per share dividend over the same period. In
addition to the increased dividend, Dime stockholders would have the
opportunity to invest and earn a return on the cash portion of the
consideration to be paid in the North Fork Offer.
CONDITIONS TO THE NORTH FORK OFFER
The North Fork Offer is conditioned upon, among other things: (1) there
being validly tendered and not withdrawn prior to the expiration of the North
Fork Offer that number of shares of Dime Common Stock which, together with the
shares of Dime Common Stock beneficially owned by North Fork for its own
account, constitutes a majority of the shares of Dime Common Stock outstanding
on a fully diluted basis, (2) the stockholders of Dime not having approved and
adopted the Agreement and Plan of Merger, dated as of September 15, 1999 as
amended and restated on December 27, 1999, between Dime and Hudson United (the
"Hudson United Merger Agreement") in satisfaction of Section 251 of the
Delaware General Corporation Law ("DGCL") (the "Merger Agreement Condition"),
(3) North Fork being satisfied, in its reasonable judgment, that the Hudson
United Merger Agreement has been validly terminated, and Dime having entered
into a definitive merger agreement with North Fork to provide for the
acquisition of Dime pursuant to the North Fork Offer and the Proposed North
Fork Merger, (4) approval of the issuance of shares of North Fork Common Stock
pursuant to the North Fork Offer by the requisite vote of holders of North Fork
Common Stock under applicable NYSE rules, (5) North Fork being satisfied, in
its reasonable judgment, that the
5
<PAGE>
Dime Stockholder Protection Rights Agreement is inapplicable to the North Fork
Offer and the Proposed North Fork Merger (the "Rights Plan Condition"), (6)
North Fork being satisfied, in its reasonable judgment, that the provisions of
Section 203 of the DGCL are inapplicable to the North Fork Offer and the
Proposed North Fork Merger (the "DGCL 203 Condition"), (7) all regulatory
approvals required to consummate the North Fork Offer having been obtained and
remaining in full force and effect without the imposition of any condition or
restriction that would be materially adverse to North Fork and Dime on a
combined basis, and all statutory waiting periods in respect thereof having
expired, (8) North Fork being satisfied, in its reasonable judgment, that the
Stock Option Agreement, dated as of September 16, 1999 (the "Hudson United
Option Agreement"), between Hudson United and Dime has been validly terminated
and that the option issued by Dime to Hudson United thereunder has been
surrendered to Dime for an amount not to exceed $50 million in cash, and (9)
Dime not having entered into or effectuated any other agreement or transaction
with any person or entity having the effect of impairing North Fork's ability
to acquire Dime or otherwise diminishing the expected economic value to North
Fork of the acquisition of Dime.
The North Fork Offer is also conditioned upon the following: (1) the
North Fork Common Stock to be issued to Dime stockholders in the North Fork
Offer and the Proposed North Fork Merger shall have been authorized for listing
on the NYSE, subject to official notice of issuance, (2) the North Fork
Preferred and the North Fork Rights (each as defined below) shall have been
issued to FleetBoston Financial Corporation in accordance with the Stock
Purchase Agreement (see "Certain Arrangements with FleetBoston Financial
Corporation"), (3) the Registration Statement shall have become effective under
the Securities Act of 1933, and no stop order suspending the effectiveness of
the Registration Statement shall have been issued nor shall there have been
proceedings for that purpose initiated or threatened by the Commission, (4) no
temporary restraining order, preliminary or permanent injunction or other order
or decree issued by any court or agency of competent jurisdiction or other
legal restraint or prohibition preventing the consummation of the North Fork
Offer shall be in effect, and no statute, rule, regulation, order, injunction
or decree shall have been enacted, entered, promulgated or enforced by any
court, administrative agency or commission or other governmental authority or
instrumentality which prohibits, restricts or makes illegal the consummation of
the North Fork Offer, (5) there shall not be pending any suit, action or
proceeding by any governmental entity (a) challenging the North Fork Offer,
seeking to restrain or prohibit the consummation of the North Fork Offer or
seeking to obtain from Dime or North Fork any damages that are material in
relation to Dime and its subsidiaries taken as a whole or North Fork and its
subsidiaries taken as a whole, (b) seeking to prohibit or limit the ownership
or operation by Dime or North Fork or any of North Fork's subsidiaries of any
material portion of the business or assets of Dime or North Fork or any of
North Fork's subsidiaries or to compel Dime or North Fork or any of North
Fork's subsidiaries to dispose of or hold separate any material portion of the
business or assets of Dime or North Fork or any of North Fork's subsidiaries as
a result of the North Fork Offer, (c) seeking to prohibit North Fork from
effectively controlling in any material respect the business or operations of
Dime or (d) which otherwise is reasonably likely to have a material adverse
6
<PAGE>
effect on North Fork or Dime, and (6) the representations and warranties of
Dime in the Hudson United Merger Agreement shall be true and correct as of the
expiration date of the North Fork Offer as though made on and as of such
expiration date (except that representations and warranties that by their terms
speak as of a specific date shall be true and correct as of such date). For a
complete description of the conditions to the North Fork Offer, see "The
Offer--Conditions of the Offer" in the enclosed Exchange Offer Prospectus.
All conditions to the North Fork Offer must be satisfied or waived prior
to the expiration of the North Fork Offer.
The DGCL 203 Condition would be satisfied upon approval by Dime's Board
of Directors of the North Fork Offer and the Proposed North Fork Merger. In
addition, the Merger Agreement Condition would be satisfied if the stockholders
of Dime do not approve the Hudson United Merger Agreement.
On October 20, 1995, the Board of Directors of Dime adopted a Stockholder
Protection Rights Agreement (the "Rights Plan"). Under the Rights Plan, which
expires in November 2005, the Dime Board declared a dividend of one right on
each outstanding share of Dime Common Stock, which was distributed on November
6, 1995 to stockholders of record on that date (the "Rights"). The Rights Plan,
if not invalidated or otherwise made inapplicable to North Fork, the North Fork
Offer and the Proposed North Fork Merger, will make the acquisition of shares
of Dime Common Stock pursuant to the North Fork Offer and the Proposed North
Fork Merger impracticable. Satisfaction of the Rights Plan Condition would
require the Dime Board to redeem the Rights, amend the Rights Plan or otherwise
make the Rights Plan inapplicable to North Fork, the North Fork Offer and the
Proposed North Fork Merger.
There can be no assurance as to whether the conditions to the North Fork
Offer will be satisfied and, if so, as to the timing of satisfaction of such
conditions. While satisfaction of certain of such conditions is within the
control of the Dime Board, satisfaction of certain other conditions is outside
of the control of the Dime Board. By voting against the Proposed Hudson United
Merger, stockholders can demonstrate their support for the proposed combination
of Dime and North Fork. A vote against the Proposed Hudson United Merger moves
all Dime stockholders closer to being able to benefit from the North Fork
Offer.
While North Fork is committed to helping Dime's stockholders realize the
significant premium and greater value to be offered in the North Fork Offer and
the Proposed North Fork Merger, until the conditions to the North Fork Offer
are satisfied or waived, North Fork will not purchase any Dime Common Stock
pursuant to the North Fork Offer. Accordingly, a vote for the Proposed Hudson
United Merger could leave Dime stockholders without a viable alternative for an
acquisition of Dime because North Fork will not proceed with the North Fork
Offer if the Proposed Hudson United Merger is approved by Dime stockholders.
CERTAIN INFORMATION CONCERNING THE PROPOSED HUDSON UNITED MERGER
The Hudson United Merger Agreement provides that in the Proposed Hudson
United Merger, Dime will be the surviving corporation and will change its name
to Dime
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United. Each outstanding share of Dime Common Stock, other than those
beneficially owned by Dime or Hudson United, would be converted into 0.60255
shares of Dime United common stock, and each outstanding share of Hudson United
common stock, other than those beneficially owned by Dime or Hudson United,
would be converted into one share of Dime United common stock. The obligations
of Dime and Hudson United to complete the Proposed Hudson United Merger are
subject to various conditions, including the following: (1) approval and
adoption of the Hudson United Merger Agreement by the stockholders of Dime and
Hudson United, (2) receipt and effectiveness of all governmental and other
approvals, registrations and consents and the expiration of all related waiting
periods required to consummate the Proposed Hudson United Merger and the
issuance of Dime United common stock, and (3) the receipt by each of Dime and
Hudson United of a letter from its respective independent auditors to the
effect that the Proposed Hudson United Merger will qualify for
pooling-of-interests accounting treatment.
In connection with the execution of the Hudson United Merger Agreement,
Dime and Hudson United also entered into the Hudson United Option Agreement,
pursuant to which Dime granted to Hudson United an option (the "Hudson United
Option") to purchase 22,271,682 shares of Dime Common Stock (or approximately
19.9% of the issued and outstanding shares of Dime Common Stock at the time of
grant of the Hudson United Option), at an exercise price of $17.75 per share,
subject to certain adjustments.
Hudson United may exercise the Hudson United Option if both an "initial
triggering event" and a "subsequent triggering event" occur prior to the
occurrence of an event that would terminate the Hudson United Option. An
initial triggering event has occurred under the Hudson United Option Agreement
by virtue of North Fork's filing of the Registration Statement with the
Commission. A subsequent triggering event under the Hudson United Option will
have occurred if any person acquires beneficial ownership of 25% or more of the
outstanding voting securities of Dime or if Dime enters into an agreement with
respect to or otherwise proposes or recommends any transaction with a third
party (other than Hudson United) involving a merger or consolidation of, or a
sale of all or a substantial part of the assets or deposits of or securities
constituting 25% or more of the outstanding voting power of, Dime or any of its
subsidiaries. Completion of the North Fork Offer would constitute a subsequent
triggering event and would result in the Hudson United Option becoming
exercisable.
Upon the occurrence of a "repurchase event," Hudson United has the right
to require Dime to repurchase the Hudson United Option at a price equal to the
amount by which the market value of the Hudson United Option (as determined
pursuant to the Hudson United Option Agreement) exceeds the exercise price of
the Hudson United Option. Completion of the North Fork Offer would constitute a
repurchase event under the Hudson United Option Agreement. However, based on
current trading prices of Dime Common Stock, the repurchase feature of the
Hudson United Option would not have value because the exercise price of the
Hudson United Option is higher than the current trading prices for Dime Common
Stock. Furthermore, at any time within 90 days after the occurrence of a
repurchase event, Hudson United will have the right to surrender the Hudson
United Option to Dime for a cash payment of $50 million.
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The foregoing description of the Hudson United Merger Agreement and the
Hudson United Option Agreement is qualified in its entirety by reference to the
full text of the Hudson United Merger Agreement and the Hudson United Option
Agreement, copies of which have been included as annexes to the Dime Proxy
Statement/Prospectus, which is included in Dime's Registration Statement on
Form S-4 filed with the Commission on February 8, 2000.
The purpose of the solicitation made by this Proxy Statement is to enable
Dime stockholders to decide for themselves whether the proposed North Fork
Offer is superior to the Proposed Hudson United Merger and to act in their own
best interests.
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IMPORTANT
IF YOU WANT TO HAVE THE OPPORTUNITY TO ACCEPT THE NORTH FORK OFFER, WE
URGE YOU TO PROMPTLY SIGN, DATE AND MAIL THE ENCLOSED GOLD PROXY TO VOTE
AGAINST THE PROPOSED HUDSON UNITED MERGER. BECAUSE THE SPECIAL MEETING IS
SCHEDULED FOR MAY 17, 2000, WE URGE YOU TO EXECUTE AND MAIL THE GOLD PROXY CARD
AS SOON AS POSSIBLE.
REJECTION OF THE PROPOSED HUDSON UNITED MERGER IS A CRITICAL STEP IN
SECURING THE SUCCESS OF THE NORTH FORK OFFER. YOUR VOTE AGAINST THE PROPOSED
HUDSON UNITED MERGER DOES NOT OBLIGATE YOU TO TENDER YOUR SHARES PURSUANT TO
THE NORTH FORK OFFER.
EVEN IF YOU HAVE ALREADY SENT A PROXY TO THE BOARD OF DIRECTORS OF DIME,
YOU HAVE EVERY RIGHT TO CHANGE YOUR VOTE. YOU MAY REVOKE THAT PROXY AND VOTE
AGAINST THE PROPOSED HUDSON UNITED MERGER BY SIGNING, DATING AND MAILING THE
ENCLOSED GOLD PROXY IN THE ENCLOSED ADDRESSED ENVELOPE. NO POSTAGE IS NECESSARY
IF YOUR PROXY IS MAILED IN THE UNITED STATES.
THIS PROXY STATEMENT RELATES SOLELY TO THE SOLICITATION OF PROXIES IN
OPPOSITION TO THE PROPOSED HUDSON UNITED MERGER AND IS NEITHER AN OFFER TO SELL
ANY SHARES OF NORTH FORK COMMON STOCK NOR A REQUEST FOR THE TENDER OF DIME
COMMON STOCK. THE NORTH FORK OFFER IS BEING REGISTERED UNDER THE SECURITIES ACT
OF 1933 AND IS BEING MADE ONLY BY MEANS OF A PROSPECTUS AND RELATED LETTER OF
TRANSMITTAL, WHICH ARE BEING MAILED SEPARATELY TO DIME STOCKHOLDERS.
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BACKGROUND OF THE NORTH FORK OFFER
From time to time, North Fork is involved in due diligence
investigations, discussions and negotiations concerning possible business
combination transactions with other financial institutions. North Fork
generally seeks to acquire financial institutions that would (i) complement its
overall strategic focus, (ii) provide opportunities for growth in markets where
the target financial institution conducts business, and (iii) improve North
Fork's retail banking franchise.
On September 15, 1999, Dime and Hudson United announced that they had
entered into the Hudson United Merger Agreement and the Hudson United Option
Agreement. On or about February 9, 2000, Dime and Hudson United mailed the Dime
Proxy Statement/Prospectus to their respective stockholders.
Following the dissemination of the Dime Proxy Statement/Prospectus,
representatives of North Fork and North Fork's outside financial advisors and
legal counsel held several meetings to review and discuss North Fork's
strategic options in light of the Proposed Hudson United Merger and the
upcoming Special Meeting of Dime stockholders, including the possibility of
proceeding with an exchange offer for Dime Common Stock and soliciting proxies
from Dime stockholders to vote against the Proposed Hudson United Merger. On
February 19, 2000, "standstill provisions" contained in a confidentiality
agreement between North Fork and Dime that was entered into in the summer of
1998 in connection with preliminary discussions between North Fork and Dime
concerning a possible business combination transaction expired. These
standstill provisions generally prohibited North Fork from submitting an
acquisition proposal for Dime or making an offer for shares of Dime common
stock. On February 22, 2000, representatives of North Fork initiated
discussions with representatives of FleetBoston Financial Corporation
("FleetBoston") concerning the matters described under "Certain Arrangements
with FleetBoston Financial Corporation," including to ascertain FleetBoston's
interest in making an equity investment in North Fork in connection with the
North Fork Offer.
On March 5, 2000, North Fork's Board of Directors (the "North Fork
Board") met to review the proposed terms of the North Fork Offer, the proxy
solicitation and the proposed arrangements with FleetBoston. Because the North
Fork Board believes that a combination of North Fork and Dime would offer
compelling benefits to both companies and their stockholders, it unanimously
determined that North Fork should solicit proxies against the Proposed Hudson
United Merger, proceed with the North Fork Offer, and initiate litigation (the
"Delaware Litigation") in the Court of Chancery of the State of Delaware (the
"Delaware Court") as described below under "Certain Litigation." The North Fork
Board also approved the arrangements with respect to FleetBoston's equity
investment in North Fork, and on March 5, 2000, North Fork signed a definitive
agreement with FleetBoston providing for FleetBoston's equity investment in
North Fork in connection with the North Fork Offer. See "Certain Arrangements
with FleetBoston Financial Corporation."
On March 5, 2000, North Fork announced its intention to commence the
North Fork Offer, to be followed by the Proposed North Fork Merger, and that
North Fork
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would be soliciting proxies to vote against the Proposed Hudson United Merger
at the special meeting of Dime stockholders initially scheduled to be held on
March 15, 2000. On March 6, 2000, North Fork initiated the Delaware Litigation
and filed preliminary proxy materials with the Commission with respect to North
Fork's proposed solicitation of proxies against the Proposed Hudson United
Merger.
On March 7, 2000, Dime announced that its board of directors had
unanimously rejected the North Fork Offer and that it recommended that Dime
stockholders not tender their shares to North Fork. On March 8, 2000, Dime
filed with the Commission a supplement to the Dime Proxy Statement/Prospectus
(the "Dime Proxy Statement Supplement") which stated, among other things, that
Dime's Board of Directors had concluded that the North Fork Offer is inadequate
and not in the best interests of Dime and its stockholders, that Dime's Board
of Directors remained committed to the Proposed Hudson United Merger and that
Dime's Board of Directors recommended that Dime stockholders vote in favor of
the Hudson United Merger Agreement and not tender their shares of Dime Common
Stock in the North Fork Offer.
On March 9, 2000, North Fork brought a motion in the Delaware Court
seeking a temporary restraining order to enjoin the Dime stockholder vote at
the special meeting initially scheduled for March 15, alleging, among other
things, that the Dime Proxy Statement Supplement contains materially false and
misleading information. A hearing for the motion was scheduled for Friday,
March 10, 2000.
Later in the day on March 9, 2000, Dime announced that it was postponing
the Special Meeting until March 24, 2000. In light of the postponement of the
Special Meeting, on March 10, 2000, North Fork withdrew its motion for a
temporary restraining order, and the March 10 hearing was cancelled. North Fork
has not abandoned any of its claims contained in the amended complaint in the
Delaware Litigation and has reserved the right to renew its motion, if
appropriate, following review of Dime's supplemental proxy materials and other
disclosures in the form actually distributed to Dime stockholders.
On March 13, 2000, North Fork filed definitive proxy materials with the
Commission and disseminated these materials to Dime stockholders. On March 14,
2000, North Fork filed a Registration Statement on Form S-4 containing a
preliminary prospectus and the related letter of transmittal with respect to
the North Fork Offer, and on March 15, 2000, North Fork commenced the North
Fork Offer by mailing the preliminary prospectus, the letter of transmittal and
related exchange offer materials to Dime stockholders. Also on March 15, North
Fork filed its application with the Federal Reserve Board seeking approval of
the Offer and the Proposed North Fork Merger.
On March 21, 2000, Dime filed a solicitation/recommendation statement on
Schedule 14D-9 containing the recommendation of Dime's Board of Directors with
respect to the North Fork Offer. In the Schedule 14D-9, Dime's Board of
Directors unanimously recommended that Dime stockholders reject the North Fork
Offer by not tendering their shares. Also on March 21, 2000, Dime announced
that it was again postponing the Special Meeting, this time to May 17, 2000,
and that it had set March 30, 2000 as the new record date for Dime stockholders
of record entitled to vote at the Special Meeting.
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On March 22, 2000, Dime filed a complaint against North Fork and its
individual directors in the United States District Court for the Eastern
District of New York alleging claims under the federal securities laws. See
"Certain Litigation."
By letter dated March 22, 2000, North Fork was advised by the Federal
Reserve Bank of New York that North Fork's application is expected to be acted
upon by the Federal Reserve Board by May 14, 2000. Also on March 22, 2000,
FleetBoston filed an application with the Federal Reserve Board to obtain
approval for the purchase of the North Fork Preferred and the North Fork
Rights.
On March 23, 2000, North Fork announced that it had extended the
expiration date of the North Fork Offer to 12:00 midnight, New York City time,
on Wednesday, May 31, 2000. North Fork determined to extend the expiration date
of the North Fork Offer in light of the postponement of the Special Meeting to
May 17, 2000, and the expectation that North Fork may receive Federal Reserve
Board approval for the North Fork Offer and the Proposed North Fork Merger as
early as the latter part of May 2000. The failure of Dime stockholders to
approve the Proposed Hudson United Merger and the receipt of Federal Reserve
Board approval are two conditions to the North Fork Offer.
On March 24, 2000, Dime filed with the Federal Reserve Board a letter
objecting to North Fork's solicitation of proxies from Dime's stockholders
against the Proposed Hudson United Merger. In its letter, Dime took the
position that North Fork was required under the Bank Holding Company Act of
1956, as amended, to apply for and obtain the prior approval of the Federal
Reserve Board before commencing the proxy solicitation. North Fork believes
that Dime's allegations are without merit and that no approval need be obtained
in order to conduct its proxy solicitation.
On March 27, 2000, North Fork issued a press release announcing that it
may be prepared to increase and/or change the mix of stock and cash in the
North Fork Offer, that it would welcome an opportunity to meet with Dime
management and members of Dime's Board of Directors in order to provide them
with an opportunity to convince North Fork that Dime's earnings potential is
greater than estimated by North Fork, and that this process would serve as a
basis for North Fork's consideration of both increasing and possibly changing
the mix of stock and cash in the North Fork Offer. North Fork also stated that
it would enter into such discussions with Dime only with the consent of Hudson
United, as the Hudson United Merger Agreement currently prohibits Dime from
entering into discussions with third parties, including North Fork, concerning
acquisition transactions, and that North Fork's Chief Executive Officer, John
A. Kanas, intended to contact Kenneth T. Neilson, Chief Executive Officer of
Hudson United, promptly to seek to obtain Hudson United's consent to allow
North Fork to enter into discussions with Dime.
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REASONS TO VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER
North Fork urges you to vote your shares of Dime Common Stock AGAINST the
Proposed Hudson United Merger for the following reasons:
o A VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER GIVES YOU THE
OPPORTUNITY TO RECEIVE A SIGNIFICANT PREMIUM FOR YOUR SHARES IN THE
NORTH FORK OFFER.
The North Fork Offer, if consummated, would provide you 0.9302 shares of
North Fork Common Stock and $2.00 in cash per share of Dime Common Stock. Based
on the closing price of North Fork Common Stock on the NYSE on March 27, 2000,
the North Fork Offer has a value of $17.06 per Dime share. In the Proposed
Hudson United Merger you will receive shares of Dime United which have an
implied value of $12.01 based on the exchange ratios in the Proposed Hudson
United Merger and the closing price of Hudson United common stock on March 27,
2000. The North Fork Offer represents a premium of $5.05 per share of Dime
Common Stock, or approximately 42% over the implied value of the Proposed
Hudson United Merger. Based on closing prices for North Fork Common Stock and
Hudson United common stock for each trading day since the announcement of the
North Fork Offer on March 5, 2000, the value of the North Fork Offer has
represented an average premium of more than 37% over the implied value of the
Proposed Hudson United Merger. Because the number of shares of North Fork
Common Stock that you would receive in the North Fork Offer and the number of
shares you would receive in the Proposed Hudson United Merger is fixed, the
value of the North Fork Offer and the implied value of the Proposed Hudson
United Merger will fluctuate based on changes in the market prices of the
companies' stock.
o A VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER SENDS A STRONG
MESSAGE TO THE DIME BOARD OF DIRECTORS THAT YOU WANT TO PRESERVE
YOUR OPPORTUNITY TO ACCEPT THE NORTH FORK OFFER.
By voting against the Proposed Hudson United Merger, stockholders can
demonstrate their support for the proposed combination of Dime and North Fork.
A vote against the Proposed Hudson United Merger moves Dime stockholders closer
to being able to benefit from the North Fork Offer.
A vote against the Proposed Hudson United Merger will not obligate you to
tender your shares of Dime Common Stock pursuant to the North Fork Offer.
However, it will give you an opportunity to decide for yourself whether the
North Fork Offer is in your best interest. On the other hand, if Dime
stockholders approve the Proposed Hudson United Merger, it is likely that the
Proposed Hudson United Merger will be consummated.
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o A VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER WILL SATISFY ONE
OF THE CONDITIONS TO THE NORTH FORK OFFER.
One condition of the North Fork Offer is that Dime stockholders do not
approve the Proposed Hudson United Merger. North Fork will not acquire any Dime
Common Stock in the North Fork Offer unless this condition is satisfied. Thus,
a vote against the Proposed Hudson United Merger moves all Dime stockholders
closer to being able to receive the North Fork Common Stock and cash offered in
the North Fork Offer. For a description of certain other conditions to the
North Fork Offer, see "Conditions to the North Fork Offer."
While North Fork is committed to helping Dime stockholders realize the
significant premium and greater value of the North Fork transaction, until the
conditions to the North Fork Offer are satisfied or waived, North Fork will not
purchase any Dime Common Stock pursuant to the North Fork Offer. Accordingly, a
vote for the Proposed Hudson United Merger could leave Dime stockholders
without a viable alternative to the Proposed Hudson United Merger because North
Fork will not proceed with the North Fork Offer if the Proposed Hudson United
Merger is approved by Dime stockholders.
OBSTACLES TO THE NORTH FORK OFFER CREATED BY
THE DIME BOARD OF DIRECTORS
You should be aware that the Board of Directors of Dime has taken several
actions in connection with the Proposed Hudson United Merger which create
barriers against any competing proposals (including the North Fork Offer) and
thus hinder your ability to receive greater value for your Dime Common Stock.
THE DIME BOARD OF DIRECTORS HAS AGREED TO IGNORE SUPERIOR PROPOSALS. In
the Hudson United Merger Agreement, Dime has agreed that from the date of
execution of the Hudson United Merger Agreement until the closing of the
Proposed Hudson United Merger or the termination of the Hudson United Merger
Agreement, Dime may not enter into any discussions with or furnish any
confidential information to any person making an offer to merge with or acquire
Dime (the "No-Talk Provision").
THE DIME BOARD OF DIRECTORS HAS AGREED TO RECOMMEND THE PROPOSED HUDSON
UNITED MERGER TO DIME STOCKHOLDERS REGARDLESS OF THE FACTS. Under the terms of
the Hudson United Merger Agreement, the Dime Board of Directors has obligated
itself to recommend the Proposed Hudson United Merger to Dime stockholders
under any and all circumstances, even if a third party makes a superior
proposal to merge with or acquire Dime (the "Recommendation Covenant").
THE DIME BOARD OF DIRECTORS HAS AGREED TO STRICT LIMITATIONS ON ITS
ABILITY TO TERMINATE THE HUDSON UNITED MERGER AGREEMENT. Under the Hudson
United Merger Agreement, Dime may not terminate the Hudson United Merger
Agreement even if Dime stockholders fail to approve the Proposed Hudson United
Merger (the "Delayed Termination Provision"). In this circumstance, Dime could
not terminate the Hudson United Merger Agreement until June 30, 2000.
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THE DIME BOARD OF DIRECTORS ADOPTED A STOCKHOLDER RIGHTS PLAN. On October
20, 1995, the Board of Directors of Dime adopted the Rights Plan (a so-called
"poison pill"). The Rights Plan, if not invalidated or otherwise made
inapplicable to North Fork, the North Fork Offer and the Proposed North Fork
Merger, will make the acquisition of Dime Common Stock pursuant to the North
Fork Offer and the Proposed North Fork Merger impracticable. However, pursuant
to the Rights Plan, Dime has agreed (without stockholder approval) that the
Rights Plan is not applicable to the Proposed Hudson United Merger. By adopting
this "poison pill," the Dime Board of Directors created a significant obstacle
to your receiving greater value for your shares of Dime Common Stock, whether
from North Fork or otherwise.
North Fork has commenced litigation challenging certain of these actions.
See "Certain Litigation."
YOU CAN TAKE IMMEDIATE STEPS TO HELP OBTAIN
THE MAXIMUM VALUE FOR YOUR SHARES
(1) Return your GOLD proxy and vote AGAINST the Proposed Hudson United
Merger; and
(2) Make your views known to the Dime Board of Directors.
BY TAKING THESE STEPS, YOU WILL GIVE THE DIME BOARD OF DIRECTORS A CLEAR
MESSAGE THAT THEY SHOULD TAKE ALL NECESSARY ACTIONS TO REMOVE ALL
OBSTACLES TO THE NORTH FORK OFFER, WHICH PROVIDES YOU THE OPPORTUNITY TO
RECEIVE A SIGNIFICANT PREMIUM FOR YOUR DIME SHARES.
We believe that a vote against the Proposed Hudson United Merger will
better enable Dime stockholders to consider the North Fork Offer, and is
essential to secure the success of the North Fork Offer.
CERTAIN LITIGATION
On March 6, 2000, North Fork filed a complaint against Dime, certain
members of the Dime Board of Directors and Hudson United in the Delaware Court,
alleging, among other things, breaches of fiduciary duties by the Dime Board of
Directors in connection with the Hudson United Merger Agreement. North Fork
also alleges in the complaint that Hudson United has aided and abetted the Dime
Board of Directors' breaches of its fiduciary duties. North Fork believes that
the Dime Board of Directors has violated its fiduciary duties to Dime
stockholders by agreeing to the No-Talk Provision, the Recommendation Covenant
and the Delayed Termination Provision, which are designed to inhibit any
competing offers for Dime from North Fork or anyone else. See "Obstacles to the
North Fork Offer Created by the Dime Board of Directors." The complaint seeks,
among other things, an order invalidating certain provisions of the Hudson
United Merger Agreement.
On March 9, 2000, North Fork amended its complaint to include allegations
that the Dime Board of Directors violated its fiduciary duties by, among other
things, forcing a premature stockholder vote under circumstances where Dime
stockholders have been
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coerced, misled and insufficiently informed. North Fork also alleged in its
amended complaint that the Dime Proxy Statement Supplement contains materially
false and misleading information.
Also on March 9, 2000, North Fork brought a motion in the Delaware Court
for a temporary restraining order to enjoin the Dime stockholder vote at the
special meeting initially scheduled for March 15, 2000 until such time as the
Delaware Court rules on North Fork's motion, complete and curative disclosures
are mailed to Dime's stockholders with a reasonable period for their review, or
the Delaware Court orders otherwise. A hearing was scheduled for Friday, March
10, 2000.
Later on March 9, 2000, Dime announced that it was postponing the Special
Meeting until March 24, 2000. In light of the postponement of the Special
Meeting, North Fork subsequently withdrew its motion for a temporary
restraining order, and the March 10, 2000 hearing was cancelled. North Fork has
not abandoned any of its claims contained in the amended complaint and has
reserved the right to renew its motion, if appropriate, following review of
Dime's supplemental proxy materials and other disclosures in the form actually
distributed to Dime stockholders.
On March 10, 2000, Dime filed a complaint (the "Dime Complaint") in the
Supreme Court of the State of New York, County of New York, against North Fork
and FleetBoston, alleging violations of the New York State antitrust laws,
including that North Fork and FleetBoston conspired to purchase Dime in order
to eliminate a combined Dime/Hudson United entity from competition in several
purported banking markets, that the proposed acquisition of Dime by North Fork
and FleetBoston will substantially lessen competition and create a monopoly in
at least two purported banking markets, and that FleetBoston has monopoly power
in banking markets throughout New England and is using its monopoly profits in
order to acquire Dime and eliminate a strong new competitor in several
purported banking markets throughout New York, Connecticut and New Jersey. The
Dime Complaint seeks declaratory and injunctive relief, including an order
enjoining North Fork and FleetBoston from making any coordinated effort to
acquire Dime and an order enjoining FleetBoston's pending branch sale
transaction with Sovereign Bancorp, Inc., and such other relief as may be
granted.
North Fork believes that the allegations against it in the Dime Complaint
are without merit and intends to contest Dime's allegations vigorously. Among
other things, North Fork believes that the purported market area in New York in
which Dime alleges that competition will be diminished is inconsistent with
applicable precedent, including recent orders of the Federal Reserve Board, and
thus does not present the appropriate area in which to assess competitive
effects. North Fork believes that the banking competition in the Metropolitan
New York-New Jersey banking market, as defined by the Federal Reserve Bank of
New York, is vigorous and will not be impacted adversely by North Fork's
acquisition of Dime. Furthermore, North Fork believes not only that Dime will
be unable to substantiate its claims, but also that the New York State
antitrust law on which all of Dime's allegations are based is pre-empted by the
comprehensive federal regulatory scheme set out under the Bank Holding Company
Act, which places exclusive jurisdiction to review and approve bank holding
company mergers and acquisitions with
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the Federal Reserve Board and the U.S. Department of Justice. North Fork has
been informed by FleetBoston that it also believes that the allegations against
it in the Dime Complaint are without merit and that FleetBoston intends to
contest Dime's allegations vigorously.
On March 13, 2000, North Fork filed a motion in the Delaware Court to
enjoin Dime from taking any further steps to prosecute the Dime Complaint on
the grounds that the Dime Complaint arises out of the same nucleus of operative
facts as those involved in the Delaware Litigation, would necessarily involve
adjudication of matters relating to the Delaware Litigation, and therefore must
be brought as a counterclaim in the Delaware Litigation. On March 17, 2000,
Dime filed a response with the Delaware Court opposing this motion. On March
20, 2000, the Delaware Court denied North Fork's motion.
On March 17, 2000, North Fork moved for an expedited hearing and partial
summary judgment with respect to its claims in the Delaware Litigation. A
briefing schedule on that motion has been established and a hearing has been
set for April 17, 2000.
On March 21, 2000, Dime filed a complaint (the "Federal Complaint") in
the United States District Court for the Eastern District of New York against
North Fork and the individual members of the North Fork Board alleging claims
under the federal securities laws based on what Dime believes are material
misstatements and omissions in the proxy solicitation and exchange offer
materials filed by North Fork with the Commission. The Federal Complaint seeks
injunctive and other relief. North Fork believes that the claims alleged by
Dime in the Federal Complaint are without merit and intends to contest the
action vigorously.
The Federal Complaint alleges that North Fork's March 11, 2000 proxy
statement and March 14, 2000 exchange offer prospectus contain misleading
statements of material facts and omit to state material facts necessary to make
the statements therein not false or misleading, including in the following
respects: (i) North Fork's statements that the North Fork Offer represents a
"significant premium" to Dime's stockholders is materially misleading because
(a) North Fork has not disclosed that the timing of its Offer is
"opportunistic" in that it "exploits Dime's current, undervalued" stock price,
(b) the Offer (if successful) would foreclose the possibility of selling a
combined Dime/Hudson entity at a higher change-of-control premium, (c) the
Offer is "priced far below the price of recent comparable bank acquisitions,"
and (d) the Offer was designed in a way that eliminated FleetBoston as a
potential higher bidder for Dime or a combined Dime/Hudson; (ii) North Fork
should disclose that its premium offer "has more to do with timing than
intrinsic value" and would have represented a discount to Dime's stock price
six months ago and an average premium over Dime's stock price during 1999 of
approximately 5%; (iii) North Fork omitted disclosures to the effect that,
based on a "contribution analysis," the premium represented by the Offer is
"distinctly negative," noting that Dime stockholders would own approximately
34.5% of a combined North Fork/Dime and that Dime would be contributing 60% of
the assets, 49% of the tangible common equity and over 45% of projected net
income of the combined North Fork/Dime; (iv) North Fork has omitted disclosure
of (a) the earnings-per-share dilution that Dime stockholders will experience
in 2000 and 2001 based on North Fork's assumptions, which Dime calculates as
being greater
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than 14% in each of 2001 and 2002, and (b) the alleged detrimental effect that
North Fork's proposed sale to FleetBoston of 17 Dime branches, for
consideration that Dime characterizes as "less than adequate," would have on
Dime stockholders from the standpoint of earnings-per-share dilution; (v) North
Fork has not disclosed the assumptions underlying North Fork's 2001
earnings-per-share estimate for the North Fork Common Stock, and allegedly has
attempted to "obscure the magnitude" of its estimated cost savings by
presenting this estimate on an after-tax rather than a pre-tax basis; (vi)
North Fork omitted to disclose that its estimated cost savings represent 86% of
North Fork's current core expense base and 64% of Dime's core expense base
(excluding the expense base of Dime's mortgage banking subsidiary, North
American Mortgage Company); (vii) North Fork omitted disclosure concerning the
basis for its estimate of cost savings or how its estimated costs savings are
realistic or achievable, and the identification of the areas in which it
anticipates achieving the estimated cost savings; (viii) North Fork omitted to
disclose the level of revenue run-off that North Fork estimates will result
from the cost savings initiatives or from the proposed branch sale to
FleetBoston, or if no revenue run-off is estimated, the basis for such
assumption; (ix) North Fork omitted disclosure concerning the level of
integration risk that North Fork must confront because Dime is more than seven
times larger than North Fork's next largest acquisition and three times larger
than all of its acquisitions combined, and because in February of this year
North Fork completed two acquisitions which increased North Fork's assets by
approximately 35%, so that if North Fork were to acquire Dime, North Fork would
be roughly three times larger (based on total assets) than it was less than a
month ago, and that this rate of growth creates "virtually unprecedented
integration risk;" (x) North Fork has omitted to disclose that "large revenue
losses are likely when large cost savings are sought," and that "hostile
transactions present dramatically higher execution and integration risk than
fully consensual transactions that preserve and combine the management
experience and skills of both organizations," and that "hostile takeovers of
financial institutions are likely to result in large revenue losses;" (xi)
North Fork has omitted disclosure concerning North Fork's ability to
effectively manage the resulting institution, achieve its estimated cost
savings and prevent revenue run-off in light of the "size and hostile nature"
of the Offer and the Proposed North Fork Merger and if North Fork terminates
key Dime management personnel (or if such management voluntarily terminate
their employment); (xii) North Fork has omitted disclosure that "attrition and
low employee morale" following a "hostile merger" of Dime and North Fork would
pose "serious integration risks" to the combined company, and that a "hostile
merger" of Dime and North Fork could have a detrimental effect on the
communities that Dime serves, Dime's employees and the level of customer
service that Dime delivers; (xiii) North Fork has omitted to disclose its
"consistent failure to acquire banks in unsolicited or hostile transactions"
and that it "has been forced to abandon every such attempt;" (xiv) North Fork
has omitted to disclose that there are "significant differences" between Dime
and the financial institutions that North Fork has previously acquired, and
that a combination of North Fork and Dime would reverse Dime's strategy to
evolve from a traditional savings and loan to a more "commercial bank-like
profile;" (xv) North Fork has omitted (a) details of its relationship with
FleetBoston, the reasons for FleetBoston's proposed investment in North Fork
and the risks FleetBoston's investment would present to stockholders of a
19
<PAGE>
combined North Fork/Dime, (b) disclosure concerning whether FleetBoston would
have been a bidder for Dime absent FleetBoston's agreement with North Fork not
to bid for Dime, (c) disclosure as to whether its Offer is conditioned on
FleetBoston's proposed investment in North Fork, (d) disclosure as to whether
North Fork's negotiations with FleetBoston violated a "standstill" agreement
applicable to North Fork with respect to Dime and (e) disclosure as to the
specific operations that North Fork has agreed to sell to FleetBoston; (xvi)
North Fork's disclosures concerning the fact that the Offer is subject to the
receipt of "customary" regulatory approvals are misleading in light of
FleetBoston's proposed investment, which, according to Dime, creates
significant competition issues, and North Fork's past record of complying with
its community lending obligations; (xvii) North Fork has omitted disclosure of
all of the required regulatory approvals in connection with the Offer, the
standards required to obtain the approvals, the status of its applications and
the probable timing of receipt of the approvals, and whether FleetBoston's
proposed investment will require approval of or negotiations with the Federal
Reserve Board; (xviii) North Fork has omitted disclosure of its performance
record under the Community Reinvestment Act of 1977 and in meeting the credit
needs of the community, including in low and moderate income neighborhoods, and
that North Fork's community lending record allegedly will delay consummation of
the Offer and the Proposed North Fork Merger; (xix) North Fork has made certain
fraudulent public and/or selective disclosures concerning North Fork's
willingness to increase the consideration proposed to be paid pursuant to the
Offer and to submit a proposal to acquire both Dime and Hudson, and with
respect to a purported plan on the part of North Fork to acquire 9.9% of Dime's
outstanding common stock; and (xx) North Fork has put forward its Chairman and
Chief Executive Officer, John A. Kanas, as its principal spokesman in
connection with the Offer but has failed to disclose that questions about Mr.
Kanas' credibility were raised in a court decision in September 1997 in which
(a) the judge questioned the truthfulness of sworn testimony by Mr. Kanas
denying that North Fork had ever been criticized for closing branches or not
lending in certain parts of the community when, after this testimony, opposing
counsel produced a newspaper article from several years before reporting a
formal protest alleging North Fork's failure to lend to predominantly minority
and local residents of certain counties in North Fork's primary markets and
containing quotes from Mr. Kanas, and (b) with respect to conflicting testimony
from Mr. Kanas and the investment banking advisor of another financial
institution concerning whether Mr. Kanas had indicated to the investment
banking advisor that he was willing to raise his bid to acquire that financial
institution, the judge stated that "Mr. Kanas' credibility is to be weighed in
the light of his expressed interest in the outcome of this litigation, and by
inconsistencies in his testimony. [The investment banker's] account of his
conversation with Mr. Kanas appears the more credible." For a complete copy of
the court's decision, see Minzer et al. v. Keegan et al., CV-97-4077 (CPS),
1997 U.S. Dist. LEXIS 16445 (E.D.N.Y. Sept. 22, 1997).
As noted above, North Fork believes that the claims alleged by Dime in
the Federal Complaint are without merit and intends to contest the action
vigorously.
20
<PAGE>
VOTING INFORMATION
According to information contained in Dime's Schedule 14D-9, as of
February 29, 2000, there were 111,240,660 shares of Dime Common Stock
outstanding. Approval of the Proposed Hudson United Merger requires the
affirmative vote of holders of a majority of all outstanding shares of Dime
Common Stock. Dime stockholders are entitled to one vote for each share of Dime
Common Stock held as of March 30, 2000. Broker non-votes and abstentions will
have the same effect as votes against the Proposed Hudson United Merger.
The accompanying GOLD proxy will be voted in accordance with the
stockholder's instructions on such GOLD proxy. Stockholders may vote against
the Proposed Hudson United Merger by marking the proper box on the GOLD proxy.
If no instructions are given, the GOLD proxy will be voted AGAINST the Proposed
Hudson United Merger.
Whether or not you plan to attend the Special Meeting, we urge you to
vote AGAINST the Proposed Hudson United Merger on the enclosed GOLD proxy and
immediately mail it in the enclosed envelope. You may do this even if you have
already sent in a different proxy solicited by Dime's Board of Directors. IT IS
YOUR LATEST DATED PROXY THAT COUNTS. Execution and delivery of a proxy by a
record holder of shares of Dime Common Stock will be presumed to be a proxy
with respect to all shares held by such record holder unless the proxy
specifies otherwise.
You may revoke your proxy at any time prior to its exercise by attending
the Special Meeting and voting in person, by submitting a duly executed later
dated proxy or by submitting a written notice of revocation. Unless revoked in
the manner set forth above, duly executed proxies in the form enclosed will be
voted at the Special Meeting on the Proposed Hudson United Merger in accordance
with your instructions. In the absence of such instructions, such proxies will
be voted AGAINST the Proposed Hudson United Merger.
NORTH FORK STRONGLY RECOMMENDS A VOTE AGAINST THE
PROPOSED HUDSON UNITED MERGER.
YOUR VOTE IS IMPORTANT. PLEASE SIGN, DATE AND RETURN THE GOLD PROXY
TODAY.
IF YOU ALREADY HAVE SENT A PROXY TO THE BOARD OF DIRECTORS OF DIME, YOU
MAY REVOKE THAT PROXY AND VOTE AGAINST THE PROPOSED HUDSON UNITED MERGER
BY SIGNING, DATING AND MAILING THE ENCLOSED GOLD PROXY.
If you have any questions about the voting of your shares, please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
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<PAGE>
SOLICITATION OF PROXIES
Proxies will be solicited by mail, telephone, telefax, telegraph, the
Internet, newspapers and other publications of general distribution and in
person. Directors, officers and certain employees of North Fork and the other
participants listed on Schedule II hereto may assist in the solicitation of
proxies without any additional remuneration (except as otherwise set forth in
this Proxy Statement).
North Fork has retained D.F. King & Co., Inc. ("D.F. King") for
solicitation and advisory services in connection with solicitations relating to
the Special Meeting, for which D.F. King is to receive a fee estimated not to
exceed $300,000 in connection with the solicitation of proxies for the Special
Meeting. Up to 120 people may be employed by D.F. King in connection with the
solicitation of proxies for the Special Meeting. North Fork has also agreed to
reimburse D.F. King for out-of-pocket expenses and to indemnify D.F. King
against certain liabilities and expenses, including reasonable legal fees and
related charges. D.F. King will solicit proxies for the Special Meeting from
individuals, brokers, banks, bank nominees and other institutional holders.
Directors, officers and certain employees of North Fork may assist in the
solicitation of proxies without any additional remuneration. The entire expense
of soliciting proxies for the Special Meeting by or on behalf of North Fork is
being borne by North Fork.
CERTAIN ARRANGEMENTS WITH
FLEETBOSTON FINANCIAL CORPORATION
On March 5, 2000, North Fork entered into a Stock Purchase Agreement (as
restated on March 14, 2000, the "Stock Purchase Agreement") with FleetBoston
pursuant to which FleetBoston agreed to purchase (i) 250,000 shares of North
Fork's 7.5% Series B Non-Cumulative Convertible Preferred Stock, par value
$1.00 per share and with a liquidation preference of $1,000.00 per share (the
"North Fork Preferred"), and (ii) Common Stock Purchase Rights to acquire
7,500,000 shares of North Fork Common Stock (the "North Fork Rights"), for an
aggregate purchase price of $250,000,000.
The North Fork Preferred will be convertible, in whole or in part, at any
time and from time to time, into shares of North Fork Common Stock at a
conversion price of $18.69 per share of North Fork Common Stock, subject to
certain antidilution adjustments. The North Fork Rights will be exercisable, in
whole or in part, at any time and from time to time, for shares of North Fork
Common Stock for a period of ten years after their issuance at a price of
$17.88 per share, subject to certain antidilution adjustments. If North Fork
consummates the North Fork Offer and completes the Proposed North Fork Merger,
and issues the North Fork Preferred and the North Fork Rights to FleetBoston,
FleetBoston would beneficially own approximately 20,876,137 shares of North
Fork Common Stock (assuming conversion of the North Fork Preferred and exercise
of the North Fork Rights), or approximately 7% of the outstanding North Fork
Common Stock after completion of the Proposed North Fork Merger.
Completion of FleetBoston's purchase of the North Fork Preferred and the
North Fork Rights is subject to certain conditions, including (1) satisfaction
of the conditions to the North Fork Offer (without substantial change in the
terms and conditions of the North
22
<PAGE>
Fork Offer); (2) acceptance for exchange of shares of Dime Common Stock
tendered in the North Fork Offer; and (3) receipt and effectiveness of all
regulatory approvals required to complete the purchase and the expiration of
all related statutory waiting periods (without the imposition of any condition
or restriction that would be materially adverse to FleetBoston). On March 22,
2000, FleetBoston filed an application with the Federal Reserve Board to obtain
approval for the purchase of the North Fork Preferred and the North Fork
Rights. North Fork expects that FleetBoston will receive approval from the
Federal Reserve Board in the latter part of May 2000.
In the Stock Purchase Agreement, North Fork has agreed, subject to the
consummation of the North Fork Offer, to cause Dime to sell to a FleetBoston
subsidiary 17 retail banking offices of Dime that, as of June 30, 1999, had
total deposits of approximately $2.0 billion. Consummation of the branch sale
transaction will be subject to the execution of a definitive branch sale
agreement (which FleetBoston and North Fork have agreed to negotiate in good
faith and enter into reasonably promptly following the consummation of the
North Fork Offer), the receipt and effectiveness of all necessary regulatory
approvals, and the satisfaction of other customary closing conditions. It is
expected that the branch sale would be completed within 120 days of the closing
of the North Fork Offer.
Under the Stock Purchase Agreement, FleetBoston has agreed that, other
than as contemplated in the Stock Purchase Agreement, for a period of two years
it will not, among other things, acquire beneficial ownership of any North Fork
voting securities, make any public announcement with respect to (or submit to
North Fork) any proposal for the acquisition of any North Fork voting
securities or with respect to a merger or other business combination involving
North Fork, unless North Fork shall have made a prior written request to
FleetBoston to submit such proposal, or participate in any solicitation of
proxies to vote any North Fork voting securities (the "North Fork Standstill").
In addition, FleetBoston has agreed that until December 31, 2001, it will not
acquire, or offer to acquire, any voting securities or assets of Dime or Hudson
United, or make any public announcement with respect to (or submit to Dime or
Hudson United) any proposal for the acquisition of any voting securities of
Dime or Hudson United, respectively, or for a merger or other business
combination involving Dime or Hudson United (the "Hudson United/Dime
Standstill"), except that from and after the earlier of the termination of the
Stock Purchase Agreement and March 31, 2001, FleetBoston may terminate the
Hudson United/Dime Standstill by providing notice to North Fork and paying
North Fork a fee of $2.5 million. In the event that FleetBoston acquires a
majority interest in Dime on or prior to December 31, 2001, FleetBoston must
pay North Fork an additional fee of $2.5 million.
Under the Stock Purchase Agreement, North Fork must pay FleetBoston a fee
of $2.5 million on the earlier of the termination of the Stock Purchase
Agreement and March 31, 2001 if at such time North Fork has not acquired a
majority interest in Dime. If North Fork acquires a majority of the equity
interest in Dime on or prior to the later of the termination of the Stock
Purchase Agreement and March 31, 2001, North Fork must pay FleetBoston a fee of
$5.0 million on the date of the closing of such acquisition (or $2.5 million if
North Fork has paid the $2.5 million fee referred to in the previous sentence).
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<PAGE>
If North Fork does not acquire Dime and if, subsequent to the termination
of the Hudson United/Dime Standstill, FleetBoston acquires a majority interest
in Dime on or before December 31, 2001, FleetBoston has agreed to cause Dime to
sell to North Fork five branch offices with total deposits of approximately
$500 million as of June 30, 1999. Consummation of any such transaction would be
subject to conditions comparable to those applicable to the branch purchase by
FleetBoston.
Under the Stock Purchase Agreement, North Fork has agreed that if, after
the third anniversary of the issuance of the North Fork Preferred and the North
Fork Rights, the North Fork Preferred is still outstanding, then on each
quarterly dividend payment date thereafter North Fork will issue to FleetBoston
additional rights to purchase a number of shares of North Fork Common Stock
equal to .5% (or 1% if any North Fork Preferred is outstanding on or after the
fifth anniversary) of the aggregate liquidation preference of the then
outstanding shares of North Fork Preferred divided by the then current market
price of the North Fork Common Stock. The exercise price of any such additional
rights will be the market price of North Fork Common Stock at the time of
issuance of such additional rights, and such additional rights will be
exercisable for 10 years from their issuance date. In all other respects such
additional rights will be similar to the North Fork Rights.
In the Stock Purchase Agreement, North Fork has agreed to operate
substantially in the ordinary course and to refrain from paying or making any
extraordinary dividends or distributions on the North Fork Common Stock. North
Fork has also agreed to indemnify FleetBoston for breaches of the
representations or covenants in the Stock Purchase Agreement and for losses
(including litigation expenses) arising out of North Fork's solicitation of
proxies from holders of Dime Common Stock and the North Fork Offer.
The North Fork Preferred will bear a non-cumulative dividend of 7.5% per
annum (payable quarterly), and will be redeemable, at North Fork's option, in
whole or in part, at any time after the third anniversary of the issuance date
at a redemption price of $1,000 per share, plus declared and unpaid dividends
to the date fixed for redemption.
Each of the North Fork Preferred, the North Fork Rights and any shares of
North Fork Common Stock received upon conversion of the North Fork Preferred or
the exercise of such North Fork Rights will be subject to certain transfer
restrictions, and would benefit from customary rights related to the
registration of the offering and sale of the North Fork Preferred, North Fork
Rights and/or shares of North Fork Common Stock pursuant to a registration
rights agreement.
There can be no assurance as to the timing of the satisfaction of the
conditions to the consummation of the transactions contemplated by the Stock
Purchase Agreement. The Stock Purchase Agreement may be terminated by mutual
consent. Either North Fork or FleetBoston may terminate the Stock Purchase
Agreement under certain circumstances, including if the acquisition of Dime
Common Stock pursuant to the North Fork Offer has not been consummated by March
31, 2001, if Dime's and Hudson United's stockholders approve the Proposed
Hudson United Merger, or if North Fork publicly announces the abandonment of
its efforts to acquire Dime.
24
<PAGE>
FleetBoston, a Rhode Island corporation with its principal executive
office at One Federal Street, Boston, Massachusetts 02110, is a diversified
financial services company formed by the merger on October 1, 1999 of
BankBoston Corporation with and into Fleet Financial Group, Inc. None of
FleetBoston or any of FleetBoston's officers or directors intends to solicit
proxies from holders of Dime Common Stock in connection with the Special
Meeting or otherwise in connection with the Proposed Hudson United Merger, and
FleetBoston disclaims that it is a participant in such solicitation, although
FleetBoston may be deemed to be a participant by reason of the Stock Purchase
Agreement and the transactions contemplated thereby.
As of March 15, 2000, neither FleetBoston nor, to the best of its
knowledge, any directors or executive officers of FleetBoston or any of their
respective associates or majority-owned subsidiaries beneficially owns any
shares of Dime Common Stock. As of March 15, 2000, Fleet National Bank, a
subsidiary of FleetBoston, may be deemed to have had beneficial ownership of
5,100 shares of Dime Common Stock, which shares were held in a fiduciary
capacity. FleetBoston disclaims beneficial ownership of all such shares. As of
March 15, 2000, William F. Connell, a director of FleetBoston, has beneficial
ownership of 2,740 shares of Dime Common Stock and options to acquire 19,180
shares of Dime Common Stock, which options are currently exercisable. These are
the shares and options into which shares of common stock and options of North
American Mortgage Company ("North American") held by Mr. Connell were converted
in connection with the merger of North American and Dime on October 15, 1997.
Mr. Connell served as a director of North American at the time of such merger.
CERTAIN INFORMATION ABOUT NORTH FORK
North Fork is a Delaware corporation with its principal executive offices
located at 275 Broad Hollow Road, Melville, New York 11747. The telephone
number of North Fork at such location is (516) 844-1004.
North Fork is a bank holding company registered under the Bank Holding
Company Act of 1956. North Fork's primary subsidiary, North Fork Bank, a New
York State-chartered, FDIC-insured commercial bank, operates retail banking
facilities throughout Suffolk and Nassau counties on Long Island, New York, as
well as in the New York City boroughs of Manhattan, Queens, Brooklyn and the
Bronx and in Westchester and Rockland counties north of New York City. North
Fork, through North Fork Bank, provides a variety of banking and financial
services to middle market and small business organizations, local government
units and retail customers in the metropolitan New York area. At December 31,
1999, North Fork had assets of $12.1 billion, deposits of $6.5 billion and
stockholders' equity of $618.7 million, and operated 112 retail banking
facilities. At September 30, 1999, on a pro forma basis giving effect to North
Fork's recent acquisitions of Reliance Bancorp, Inc. ("Reliance") and JSB
Financial, Inc. ("JSB"), North Fork had assets of $16.1 billion, deposits of
$9.2 billion and stockholders' equity of $1.2 billion, and operated 154 retail
banking facilities.
On February 18, 2000, North Fork completed its acquisition of Reliance in
a stock-for-stock merger accounted for as a purchase. Reliance's principal
subsidiary,
25
<PAGE>
Reliance Federal Savings Bank, a savings institution with 29 retail banking
offices in Nassau and Suffolk counties on Long Island, New York, as well as in
the New York City borough of Queens, was merged with North Fork Bank. At
September 30, 1999, Reliance had assets of $2.5 billion, deposits of $1.6
billion and stockholders' equity of $171.7 million.
On February 29, 2000, North Fork completed its acquisition of JSB in a
stock-for-stock merger accounted for as a pooling-of-interests. JSB is the
holding company for Jamaica Savings Bank FSB, a savings institution with 13
retail banking offices in the New York metropolitan area. At September 30,
1999, JSB had assets of $1.6 billion, deposits of $1.1 billion and
stockholders' equity of $374 million.
North Fork's Registration Statement, which contains the Exchange Offer
Prospectus and the related letter of transmittal, has been filed with the
Commission under the Securities Act of 1933, as amended. North Fork is subject
to the informational filing requirements of the Securities Exchange Act of
1934, as amended, and, in accordance therewith, is obligated to file reports,
proxy statements and other information with the Commission relating to its
business, financial condition and other matters. Information as of particular
dates concerning North Fork's directors and officers, their remuneration,
options granted to them, the principal holders of North Fork's securities and
any material interests of such persons in transactions with North Fork is
required to be disclosed in proxy statements distributed to North Fork's
stockholders and filed with the Commission. The Registration Statement and such
reports, proxy statements and other information should be available for
inspection at the public reference facilities of the Commission at 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the regional offices of the
Commission located at Seven World Trade Center, Suite 1300, New York, NY 10048
and 500 West Madison Street, Suite 1400, Chicago, IL 60661 (call 1-800-SEC-0330
for hours). Copies of such information should be obtainable by mail, upon
payment of the Commission's customary charges, by writing to the Commission's
principal office at 450 Fifth Street, N.W., Washington, D.C. 20549-6009. The
Commission also maintains an Internet website at http://www.sec.gov that
contains the Registration Statement and the reports, proxy statements and other
information filed electronically by North Fork. North Fork Common Stock is
listed on the NYSE under the symbol "NFB," and reports, proxy statements and
other information concerning North Fork should also be available at the offices
of the NYSE located at 20 Broad Street, New York, NY 10005.
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<PAGE>
FORWARD-LOOKING STATEMENTS
This Proxy Statement contains certain forward-looking statements
concerning the financial condition, results of operations and business of North
Fork following the consummation of its proposed acquisition of Dime, the
anticipated financial and other benefits of such proposed acquisition and the
plans and objectives of North Fork's management following such proposed
acquisition, including, without limitation, statements relating to the cost
savings expected to result from the proposed acquisition, anticipated results
of operations of the combined company following the proposed acquisition and
projected earnings per share of the combined company following the proposed
acquisition. Generally, the words "will," "may," "should," "continue,"
"believes," "expects," "intends," "anticipates" or similar expressions identify
forward-looking statements. These forward-looking statements involve certain
risks and uncertainties. Factors that could cause actual results to differ
materially from those contemplated by the forward-looking statements include,
among others, the following factors: (1) cost savings expected to result from
the proposed acquisition may not be fully realized or realized within the
expected time frame; (2) operating results following the proposed acquisition
may be lower than expected; (3) competitive pressure among financial services
companies may increase significantly; (4) costs or difficulties related to the
integration of the businesses of North Fork and Dime may be greater than
expected; (5) adverse changes in the interest rate environment may reduce
interest margins or adversely affect asset values of the combined company; (6)
general economic conditions, whether nationally or in the market areas in which
North Fork and Dime conduct business, may be less favorable than expected; (7)
legislation or regulatory changes may adversely affect the businesses in which
North Fork and Dime are engaged; or (8) adverse changes may occur in the
securities markets.
OTHER INFORMATION
The information concerning Dime, Hudson United and the Proposed Hudson
United Merger contained herein has been taken from or based upon, and is
qualified in its entirety by, publicly available documents on file with the
Commission and other publicly available information. North Fork does not take
any responsibility for the accuracy or completeness of such information or for
any failure by Dime to disclose events that may have occurred and may affect
the significance or accuracy of any such information.
The information contained in this Proxy Statement concerning the North
Fork Offer is qualified in its entirety by reference to the more detailed
information contained in the enclosed Exchange Offer Prospectus.
North Fork is not aware of any other matter to be considered at the
Special Meeting. However, if any other matter properly comes before the Special
Meeting, North Fork will vote all proxies held by it as North Fork, in its sole
discretion, may determine.
According to information contained in the Proxy Statement for Dime's 1999
Annual Meeting of Stockholders filed with the Commission on March 31, 1999 (the
"Dime 1999 Annual Meeting Proxy"), in order to be considered for inclusion in
Dime's proxy statement for the annual meeting of its stockholders to be held in
2000, all stockholder
27
<PAGE>
proposals must have been submitted to the Secretary of Dime at its offices at
589 Fifth Avenue, New York, New York 10017, on or before December 2, 1999.
Under Dime's By-laws, stockholder nominations for director and stockholder
proposals not included in Dime's 2000 proxy statement, in order to be
considered for possible action by stockholders at the 2000 annual meeting of
stockholders, must have been submitted to the Secretary of Dime, at the address
set forth above, not less than 60 nor more than 90 days in advance of March 31,
2000. In addition, all stockholder nominations and stockholder proposals must
meet other applicable criteria set forth in the By-laws of Dime in order to be
considered at the 2000 annual meeting.
North Fork Bancorporation, Inc.
Dated: March 27, 2000
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
28
<PAGE>
SCHEDULE I
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS,
DIRECTORS AND MANAGEMENT OF DIME
According to information contained in Dime's solicitation/recommendation
statement on Schedule 14D-9 which was filed with the Commission on March 21,
2000 (the "Schedule 14D-9"), as of February 29, 2000, there were 111,240,660
shares of Dime Common Stock outstanding. Pursuant to the Hudson United Option
Agreement, Dime granted Hudson United an option to purchase up to 22,271,682
shares of Dime Common Stock. The information concerning Dime and the Proposed
Hudson United Merger contained herein has been taken from or based upon
publicly available documents on file with the Commission and other publicly
available information. North Fork does not take any responsibility for the
accuracy or completeness of such information or for any failure by Dime to
disclose events that may have occurred and may affect the significance or
accuracy of any such information.
The following table sets forth certain information as of March 20, 2000
(except as noted below) regarding the beneficial ownership of Dime Common Stock
by (a) each of Dime's current directors, (b) each of Dime's "named executive
officers," and (c) all of Dime's directors and executive officers as a group.
The table was taken from Dime's Schedule 14D-9.
<TABLE>
<CAPTION>
Percent Of
Shares Of Common Stock Outstanding
Name of Beneficial Owner Beneficially Owned (1) Common Stock
- -------------------------------- ------------------------ -------------
<S> <C> <C>
Lawrence J. Toal ............... 912,384(2) *
Derrick D. Cephas .............. 11,000(3) *
Frederick C. Chen .............. 21,860 *
J. Barclay Collins II .......... 9,000 *
Richard W. Dalrymple ........... 18,549(4) *
James F. Fulton ................ 13,162(5) *
Sally Hernandez-Pinero ......... 6,100 *
Fred B. Koons .................. 114,359(4) *
Virginia M. Kopp ............... 15,245(6) *
James M. Large, Jr. ............ 407,276 *
John Morning ................... 7,905 *
Margaret Osmer-McQuade ......... 28,738(7) *
Paul A. Qualben ................ 30,006 *
Eugene G. Schulz, Jr. .......... 17,158 *
</TABLE>
I-1
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
Howard Smith .......................... 58,000 *
Norman R. Smith ....................... 9,000 *
Ira T. Wender ......................... 25,875 *
Anthony R. Burriesci .................. 218,786 *
Richard A. Mirro ...................... 181,981(4)
Carlos R. Munoz ....................... 106,482 *
Peyton R. Patterson ................... 105,432 *
All Directors and Executives as a Group
(24 persons) ......................... 2,823,225(3) 2.54%
</TABLE>
- ----------
* Less than 1%.
(1) The directors, executive officers, and group named in the table above
have sole or shared voting power or investment power with respect to the
shares listed in the table. Certain of such shares are restricted stock
that may be subject to repurchase by Dime under certain circumstances.
The share amounts listed include shares of Dime's common stock that the
following persons have the right to acquire within 60 days from March 17,
2000: Lawrence J. Toal, 546,258; each of Derrick D. Cephas, Frederick C.
Chen, James F. Fulton, Sally Hernandez-Pinero, Virginia M. Kopp, John
Morning, Margaret Osmer-McQuade, Paul A. Qualben and Ira T. Wender,
1,000; each of J. Barclay Collins II, Richard W. Dalrymple, Eugene G.
Schulz, Jr., Howard Smith, and Norman R. Smith, 4,000; James M. Large,
Jr., 256,334; Fred B. Koons, 62,799; Anthony R. Burriesci, 127,799;
Richard A. Mirro, 92,299; Carlos R. Munoz, 58,132; Peyton R. Patterson,
37,067; and all current directors and executive officers as a group,
1,495,581.
(2) Includes 334 shares held by Mr. Toal's spouse, as to which he disclaims
beneficial ownership.
(3) Includes an aggregate of 2,000 shares owned by or in trust for Mr.
Cephas' children, as to which he disclaims beneficial ownership.
(4) Includes shares held by the Trustee of Dime's 401(k) plan with respect to
the account of the individual or certain members of the group based on
reports dated as of December 31, 1999.
(5) Includes an aggregate of 832 shares owned by or in trust for Mr. Fulton's
spouse, as to which he disclaims beneficial ownership.
(6) Includes an aggregate of 3,000 shares owned by or in trust for Mrs.
Kopp's spouse, as to which she disclaims beneficial ownership.
(7) Includes 7,000 shares owned in trust for Ms. Osmer-McQuade's spouse, as
to which she disclaims beneficial ownership.
I-2
<PAGE>
The following table sets forth information regarding beneficial ownership
of Dime Common Stock by each person who, to North Fork's knowledge,
beneficially owns more than 5% of Dime Common Stock as of December 31, 1999.
This information is based solely upon a review by North Fork of Schedules 13G
filed with the Commission with respect to Dime Common Stock.
<TABLE>
<CAPTION>
Shares of
Name and Address of Common Stock Percent of Outstanding
Beneficial Owner Beneficially Owned Common Stock
- -------------------------------------- -------------------- -----------------------
<S> <C> <C>
J.P. Morgan & Co. Incorporated
60 Wall Street
New York, New York 10260 ............ 7,058,056(a) 6.37%
Vanguard Windsor Funds --
Vanguard Windsor Fund ............... 6,859,200(b) 6.04%
Wellington Management Company, LLP
75 State Street
Boston, Massachusetts 02109 ......... 6,951,800(c) 6.13%
</TABLE>
- ----------------
(a) The information as to J.P. Morgan & Co. Incorporated is derived from
a Schedule 13G, dated February 10, 2000, filed by J.P. Morgan & Co.
Incorporated, which states that, as of December 31, 1999, J.P.
Morgan & Co. Incorporated, through certain of its affiliates, had
sole voting power with regard to 4,448,620 of the shares indicated
above, shared voting power with regard to none of such shares, sole
dispositive power with regard to 6,901,456 of such shares and shared
dispositive power with regard to none of such shares.
(b) The information as to the Vanguard Windsor Fund is derived from a
Schedule 13G, dated February 8, 2000, filed by the Vanguard Windsor
Fund, which states that, as of December 31, 1999, the Vanguard
Windsor Fund had sole voting power with regard to 6,859,200 of the
shares indicated above, shared voting power with regard to none of
such shares, sole dispositive power with regard to none of such
shares and shared dispositive power with regard to 6,859,200 of such
shares.
(c) The information as to Wellington Management Company, LLP is derived
from a Schedule 13G, dated February 11, 2000, filed by Wellington
Management Company, LLP, which states that, as of December 31, 1999,
Wellington Management Company, LLP had sole voting power with regard
to none of the shares indicated above, shared voting power with
regard to 2,600 of such shares, sole dispositive power with regard
to none of such shares and shared dispositive power as to 6,951,800
of such shares.
I-3
<PAGE>
SCHEDULE II
INFORMATION CONCERNING THE DIRECTORS AND EXECUTIVE OFFICERS
OF NORTH FORK AND OTHER PERSONS WHO MAY SOLICIT PROXIES
The following table sets forth the name and title of persons who may be
deemed to be participants on behalf of North Fork in the solicitation of
proxies from the stockholders of Dime.
DIRECTORS AND EXECUTIVE OFFICERS OF NORTH FORK
<TABLE>
<CAPTION>
NAME POSITIONS
- -------------------------------- -------------------------------------------
<S> <C>
John A. Kanas .................. Chairman of the Board, President and Chief
Executive Officer
John Bohlsen ................... Vice Chairman
Thomas M. O'Brien .............. Vice Chairman
Park T. Adikes ................. Director
Irvin L. Cherashore ............ Director
Allan C. Dickerson ............. Director
Lloyd A. Gerard ................ Director
Daniel M. Healy ................ Executive Vice President, Chief Financial
Officer and Director
Patrick E. Malloy, III ......... Director
Raymond A. Nielson ............. Director
James F. Reeve ................. Director
George H. Rowsom ............... Director
Kurt R. Schmeller .............. Director
Raymond W. Terry, Jr. .......... Director
Kevin O'Connor ................. Executive Vice President
</TABLE>
As of the date of this Proxy Statement, North Fork beneficially owns
690,900 shares of Dime Common Stock, and Park T. Adikes beneficially owns 100
shares of Dime Common Stock. Other than as set forth herein, as of the date of
this Proxy Statement, neither North Fork nor any of the other participants
listed in this Schedule II has any interest, direct or indirect, by security
holdings or otherwise, in Dime.
II-1
<PAGE>
OTHER PERSONS WHO MAY ALSO SOLICIT PROXIES
North Fork has retained Salomon Smith Barney and Sandler O'Neill &
Partners, L.P. ("Sandler O'Neill" and together with Salomon Smith Barney, the
"Financial Advisors") to act as its financial advisors and dealer-managers in
connection with the North Fork Offer. North Fork has agreed that it will pay
aggregate financial advisory fees of not more than 80 basis points, or 40 basis
points to each of the Financial Advisors, or the aggregate purchase price paid
by North Fork in the North Fork Offer and the Proposed North Fork Merger should
North Fork acquire control of Dime. North Fork has also agreed to reimburse the
Financial Advisors for their reasonable out-of-pocket expenses, including the
fees and expenses of their legal counsel incurred in connection with the
Financial Advisors' engagement by North Fork. In addition, North Fork has
agreed to indemnify the Financial Advisors and certain related persons against
certain liabilities, including certain liabilities under the federal securities
laws, arising out of their engagement. Neither Salomon Smith Barney nor Sandler
O'Neill admits that it or any of its partners, directors, officers, employees,
affiliates or controlling persons, if any, is a "participant" as defined in
Schedule 14A promulgated under the Exchange Act, in the solicitation of
proxies, or that Schedule 14A requires the disclosure of certain information
concerning it.
<TABLE>
<CAPTION>
NAME POSITIONS
- ----------------------------------- --------------------------
<S> <C>
Representatives of Salomon Smith
Barney:
David M. Head ..................... Managing Director
James M. Harasimowicz ............. Director
Gideon Asher ...................... Director
Paul D. Sowell II ................. Vice President
Tamara Rubinoff ................... Associate
Representatives of Sandler O'Neill:
Herman S. Sandler ................. Senior Managing Principal
Christopher Quackenbush ........... Principal
John Rodak ........................ Managing Director
Scott Shannon ..................... Associate Director
</TABLE>
Salomon Smith Barney's principal business address is 388 Greenwich
Street, New York, New York 10013. Salomon Smith Barney engages in a full range
of investment banking, securities trading, market-making and brokerage services
for institutional and individual clients. In the normal course of its business,
Salomon Smith Barney may trade the debt and equity securities of Dime for its
own account and the accounts of its customers, and, accordingly, may at any
time hold a long or short position in such securities. Salomon Smith Barney has
informed North Fork that, as of the close of business on March 16, 2000,
Salomon Smith Barney and its affiliates owned 432,425 shares of Dime Common
Stock for its own account. Salomon Smith Barney and certain of its affiliates
also
II-2
<PAGE>
may have voting and dispositive power with respect to certain shares of Dime
Common Stock held in asset management, brokerage and other accounts. Salomon
Smith Barney and such affiliates disclaim beneficial ownership of such shares
of Dime Common Stock.
Sandler O'Neill's principal business address is Two World Trade Center,
New York, New York 10048. Sandler O'Neill engages in a full range of investment
banking, securities trading, market-making and brokerage services for
institutional and individual clients. In the normal course of its business,
Sandler O'Neill may trade the debt and equity securities of Dime for its own
account and the accounts of its customers, and, accordingly, may at any time
hold a long or short position in such securities. Sandler O'Neill has informed
North Fork that, as of the close of business on March 16, 2000, Sandler O'Neill
and its affiliates owned no shares of Dime Common Stock for their own account.
Sandler O'Neill has also informed North Fork that, as of the close of business
on March 16, 2000, Sandler O'Neill Asset Management LLC, which may be deemed to
be an affiliate of Sandler O'Neill, has voting and dispositive power over
155,000 shares of Dime Common Stock and that Sandler O'Neill also may have
voting and dispositive power with respect to certain shares of Dime Common
Stock held in brokerage and other accounts. Sandler O'Neill disclaims
beneficial ownership of such shares of Dime Common Stock.
II-3
<PAGE>
IMPORTANT
If your shares are held in your own name, please sign, date and return
the enclosed GOLD proxy card today. If your shares are held in "Street-Name,"
only your broker or bank can vote your shares and only upon receipt of your
specific instructions. Please return the enclosed GOLD proxy card to your
broker or bank and contact the person responsible for your account to ensure
that a GOLD proxy is voted on your behalf.
Do not sign any white proxy card you may receive from Dime.
If you have any questions or need assistance in voting your shares,
please call:
D.F. KING & CO., INC.
77 Water Street
New York, New York 10005
Toll Free: 1-800-755-7250
<PAGE>
THIS PROXY IS SOLICITED ON BEHALF OF NORTH FORK BANCORPORATION, INC.
IN OPPOSITION TO THE SOLICITATION BY THE DIME BANCORP, INC. BOARD OF DIRECTORS
FOR THE SPECIAL MEETING OF STOCKHOLDERS
OF DIME BANCORP, INC.
TO BE HELD ON MAY 17, 2000
The undersigned stockholder of Dime Bancorp, Inc. ("Dime") hereby appoints
Linda Bishop and Kathleen H. Martin and each or any of them, attorneys and
proxies of the undersigned, with full power of substitution, to vote all of the
shares of common stock, par value $0.01 per share, of Dime which the
undersigned is entitled to vote at the Special Meeting of Stockholders of Dime
to be held on May 17, 2000, at a time and place to be announced by Dime, and at
any adjournments, postponements, continuations or reschedulings thereof (the
"Special Meeting"), with all the powers the undersigned would possess if
personally present at the Special Meeting.
NORTH FORK RECOMMENDS THAT YOU VOTE AGAINST PROPOSAL 1 BELOW.
1. Adoption of the agreement and plan of merger, dated as of September 15,
1999, between Hudson United Bancorp and Dime Bancorp, Inc., as amended
and restated on December 27, 1999.
FOR [ ] AGAINST [ ] ABSTAIN [ ]
2. In their discretion, upon such other matters as may properly come before
the Special Meeting.
[X] PLEASE MARK YOUR VOTE AS THIS EXAMPLE. (CONTINUED AND TO BE SIGNED ON
REVERSE SIDE.)
<PAGE>
This proxy when properly executed will be voted in the manner directed herein
by the undersigned stockholder and at the discretion of the proxy holders as to
any other business that may properly come before the special meeting. If you
do not indicate how you want to vote, your proxy will be counted as a vote
AGAINST adoption of the merger agreement.
PLEASE COMPLETE, EXECUTE AND RETURN THIS PROXY PROMPTLY IN THE ENCLOSED,
POSTAGE-PREPAID, BUSINESS REPLY ENVELOPE. THIS PROXY REVOKES ALL PRIOR PROXIES
GIVEN BY THE UNDERSIGNED WITH RESPECT TO THE MATTERS COVERED HEREBY.
DATED
- -------------------------
------------------------------
SIGNATURE(S)
------------------------------
SIGNATURES, IF HELD JOINTLY
Please sign your name exactly
as it appears hereon. When
signing as attorney, executor,
administrator, trustee or
guardian, please give your
full title. If a corporation,
please sign in full corporate
name by the president or other
authorized officer. If a
partnership, please sign in
the partnership name by
authorized person(s).
If you need assistance in voting your shares, please call North Fork's proxy
solicitor, D.F. King & Co., Inc., toll-free at 1-800-755-7250.
